Each year, the FTC adjusts the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) based on changes in gross national product. On January 22, 2024 the FTC announced the revised thresholds. Below are the current and new thresholds:
| Test | 2023 Threshold |
**NEW** Adjusted 2024 Threshold |
| Size-of-Transaction | $111.4 million | $119.5 million |
| Size-of-Person as Measured by Annual Net Sales or Total Assets |
$22.3 million for one party AND $222.7 million for the other party |
$23.9 million for one party AND $239 million for the other party |
| Size-of-Transaction Threshold | $445.5 million | $478 million |
The practical effect of this change is that transactions valued in excess of $119.5 million will be subject to the reporting and waiting requirements of the HSR Act. In general, the size-of-parties test will be satisfied only if one party to the transaction has annual net sales or total assets of $23.9 million or more and the other party has annual net sales or total assets of $239 million or more.
The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted to account for changes in the gross national product (unlike the HSR Act thresholds, these adjusted thresholds take effect immediately). Section 8 may preclude a person from serving as an officer or director of two competing corporations when (1) each of the competing corporations has capital, surplus, and undivided profits aggregating more than $48,559,000, and (2) each corporation’s competitive sales are at least $4,855,900.
The FTC also has announced changes to the filing fee structure under the HSR Act in accordance with the Merger Filing Fee Modernization Act (the “MFFMA”). The revised HSR filing fee schedule, effective on March 6, 2024, is as follows:
| Transaction Size | Filing Fee |
| $119.5 million or more but less than $173.3 million |
$30,000 |
| $173.3 million or more, but less than $536.5 million |
$105,000 |
| $536.5 million or more, but less than $1.073 billion |
$260,000 |
| $1.073 billion or more, but less than $2.146 billion |
$415,000 |
| $2.146 billion or more, but less than $5.365 billion |
$830,000 |
| $5.365 billion or more |
$2,335,000 |
On January 10, 2024, the FTC also announced that the maximum civil penalty amount has increased from $50,120 to $51,744 per day for certain violations of the FTC Act and HSR Act.
Please contact a member of Goodwin’s Antitrust & Competition practice if you have any questions.
This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee a similar outcome.
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Paul S. Jin
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Kevin Walsh
Associate